**EMPLOYMENT
      AGREEMENT**




THIS
      EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the
      I"
      day of May
      2007
      (the "Effective Date"), between Z Trim Holdings, inc., an Illinois corporation,
      whose principal place of
      business is 1011 Campus Drive, Mundelein, Illinois 60060 and any of its
      successors or affiliated companies (collectively, the "Company") and Alan G.
      Orlowsky, an individual (hereinafter collectively referred to as the
      "Employee"), located at 3030 Moonhill, Northbrook, Illinois 60062




**RECITALS**




WHEREAS,
      the Company is principally engaged in the business of development and marketing
      of life-changing technologies (the "Business").




WHEREAS,
      the Company desires to employ the Employee and the Employee desires to enter
      into the
      employ of the Company.




WHEREAS,
      the Company has established a valuable reputation and goodwill in its business,
      with expertise in all aspects of the Business.




WHEREAS,
      the Employee has established a valuable reputation and goodwill in his business,
      with expertise in certain, but not all, aspects of the Company's business by
      virtue of the Employee's employment
      with the Company, will become familiar with and possessed with the manner,
      methods, trade secrets
      and other confidential information pertaining to the Company's Business,
      including the Company's client base.




NOW,
      THEREFORE, in consideration of the mutual agreements herein made, the Company
      and the
      Employee do hereby agree as follows:




1.
            Recitals.
                The above recitals are true, correct, and are herein incorporated
                by
                reference.




2.  Employment.
      The Company hereby employs the Employee, and the Employee hereby accepts
      employment, upon the terms and conditions hereinafter set forth.




3.  Authority
      and Power during Employment Period.




a.  Duties
      and Responsibilities. During the Term of this Agreement, the Employee shall
      serve as "Chief Financial Officer" of the Company and shall have such
      responsibilities and duties as customarily undertaken by individuals in similar
      positions.




b.  Time
      Devoted. Throughout the Term of this Agreement, the Employee shall devote substantially
      all of the Employee's business time and attention to the business and affairs
      of
      the Company consistent with the Employee's position with the Company, except for reasonable
      vacations, illness or incapacity. Employee shall have 25 sick days, personal
      and
      vacation days annually in the aggregate.




c.  Best
      Efforts. Throughout the Term of this Agreement, the Employee agrees to use
      his best
      efforts to promote the Company's Business. For purposes of this Agreement,
      "best
      efforts" shall




Initials





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be
      defined as the Employee carrying out his assigned duties and responsibilities,
      adhering to the covenants contained in paragraphs 7(a) and 7(b) of this
      Agreement, and complying with the policies and procedures related to the
      Company's operation of its Business.




4.
      Term.
      The Term of employment hereunder will commence on the Effective Date as set
      forth above, and finish two (2) year from the Effective Date. and can be renewed
      every year for one (1) year thereafter based on the mutual desire by the
      parties, unless this Agreement shall have been earlier terminated pursuant
      to
      Section 7 of this Agreement.




5.  Compensation.




a.  Salary.
      The Employee shall be paid a base salary, payable in accordance with the
      Company's policies from time to time for salaried employees, at the rate of
      fifteen thousand four hundred seventeen dollars ($15,417.00) per
      month.




b.
            Stock
                & Options. The Employee shall receive 750,000 options under the
                Company's 2004 Stock Equity Plan. The options shall be priced at
                market
                price on the first date ofcommencement
                of services under this agreement and vest 500,000 on that first date
                and
                theremaining
                250,000 shall vest on the first day of the one year anniversary of
                this
                agreement.The options shall be exercisable for a (3) year period of time from
                the
                date of vesting.




6.  Consequences
      of Termination of Employment.




a.  Disability.
      In the event of the Employee's disability, the Employee shall be entitled to
      compensation in accordance with the Company's disability compensation practice
      for its salaried employees. "Disability," for the purposes of this Agreement,
      shall be deemed to have occurred in the event (A) the Employee is unable by
      reason of sickness or accident. to perform his duties under this Agreement
      for
      an aggregate of 90 days in any 12-month period or 45 consecutive days, or (B)
      the Employee has a guardian of his person or estate appointed by a court of
      competent jurisdiction. Termination
      due to disability shall be deemed to have occurred upon the first day of the
      month following the
      determination of disability as defined in the preceding sentence.




b.  Termination
      by the Company for Cause.




i.
            Nothing
                herein shall prevent the Company from terminating the Employee for
                "Cause," as hereinafter defined. The Employee shall continue to receive
                salary only for the period ending with the date of such termination
                as
                provided in this Section 6(b). Any rights and benefits the Employee
                may
                have in respect of anyother
                compensation shall be determined in accordance with the terms of
                such
                othercompensation arrangements or such plans or
                programs.




ii.
            "Cause"
                shall mean (A) committing or participating in an injurious act of
                fraud,
                gross neglect, misrepresentation, embezzlement or dishonesty against
                the
                Company; (B) committing or participating in any other injurious act
                or
                omission wantonly. willfully, recklessly or in a manner which was
                grossly
                negligent





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against
      the Company, monetarily or otherwise; (C) engaging in a criminal enterprise involving
      moral turpitude; (D) an act or acts (1) constituting a felony under the laws
      of
      the United
      States or any state thereof; or (2) if applicable, loss of any state or federal
      license required
      for the Employee to perform the Employee's material duties or responsibilities
      for the
      Company; (E) the Employee's breach of any provision of this Agreement; or (F)
      any assignment of this Agreement by the Employee in violation of Section 13
      of
      this Agreement.




iii.
            Notwithstanding
                anything else contained in this Agreement, this Agreement will not
                be
                deemed to have been terminated for Cause unless and until there shall
                have
                been delivered to the Employee a notice of termination stating that
                the
                Employee committed one of the types of conduct, and employee has
                been
                given a reasonable opportunity to cure such Cause (to the company's
                reasonable satisfaction) which shall not exceed 45 days. Notwithstanding
                anything contained herein to the contrary. this Agreement may be
                terminated at any time upon the mutual written consent of the Company
                and
                the Employee.




d.
      Death.
      In the event of the death of the Employee during the Term of the Agreement,
      compensation shall be paid to the Employee's designated beneficiary, or, in
      the
      absence of such designation, to the estate or other legal representative of
      the
      Employee for a period of one hundred eighty
      (180) days from and after the date of death. Other death benefits will be
      determined in accordance with the
      terms of the Company's benefit programs and plans.




7.  Covenant
      Not to Compete and Non-Disclosure of Information




a.
      Covenant
      Not to Compete. The Employee acknowledges and recognizes the highly competitive
      nature of the Company's Business and the goodwill, continued patronage, and
      specifically the  names
      and
      addresses of the Company's Clients (as hereinafter defined) constitute a
      substantial asset of the Company
      having been acquired through considerable time, money and effort. Accordingly,
      in consideration of the execution of this Agreement, the Employee agrees to
      the
      following:




i.  That
      during the Restricted Period (as hereinafter defined) and within the Restricted
      Area (as hereinafter defined), the Employee will not, individually or in
      conjunction with others, directly or indirectly, engage in any Business
      Activities (as hereinafter defined), whether as an officer, director,
      proprietor, employer, partner, independent contractor, investor (other than
      as a
      holder solely as an investment
      of less than one percent (1 %) of the outstanding capital stock of a publicly
      traded corporation), consultant. advisor, agent or otherwise.




ii.  That
      during the Restricted Period and within the Restricted Area, the Employee will
      not, directly or indirectly, compete with the Company by soliciting, inducing
      or
      influencing any of the Company's Clients which have a business relationship
      with
      the Company at the time during the Restricted Period to discontinue or reduce
      the extent of such relationship with the Company.




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iii.
            That
                during the Restricted Period and within the Restricted Area, the
                Employee
                will not (A) directly or indirectly recruit, solicit or otherwise
                influence any employee or agent of
                the




Company
      to discontinue such employment or agency relationship with the Company, or
      (B)
      employ or seek to employ, or cause or permit any business which competes
      directly or indirectly with the Business Activities
      of the Company (the "Competitive Business") to employ or seek to employ for
      any
      Competitive Business
      employs or seeks to employ such person employed by the Company.




iv.  That
      during the Restricted Period the Employee will not interfere with, or disrupt
      or
      attempt to disrupt any past, present or prospective relationship, contractual
      or
      otherwise, between the Company and any supplier, customer or agent of the
      Company.




b.  Non-Disclosure
      of Information. The Employee acknowledges that the Company's trade secrets,
      private or secret processes, methods and ideas, as they exist from time to
      time.
      customer lists and information concerning the Company's products, services, training methods,
      development, technical information, marketing activities and procedures, credit
      and financial data concerning the Company and/or the Company's Clients (the
      "Proprietary Information") are valuable, special and unique assets of the
      Company, access to and knowledge of which are essential to the performance
      of
      the Employee hereunder. In light of the highly competitive nature of the
      industry in which the company's business is conducted, the Employee agrees
      that
      all Proprietary Information, heretofore or in the future obtained by the
      Employee as a result of the Employee's association with the Company shall be
      considered confidential.




In
      recognition of this fact, the Employee agrees that the Employee, during the
      Restricted Period, will not use or disclose any of such Proprietary Information
      for the Employee's own purposes or for the benefit of any person or other entity
      or organization (except the Company) under any circumstances unless such
      Proprietary Information has been publicly disclosed generally or, unless upon
      written advice of
      legal
      counsel reasonably satisfactory to the Company, the Employee is legally required
      to disclose such  Proprietary
      Information. Documents (as hereinafter defined) prepared by the Employee or
      that
      come into the
      Employee's possession during the Employee's association with the Company are
      and
      remain the property
      of the Company, and when this Agreement terminates, such Documents shall be
      returned to the Company
      at the Company's principal place of business, as provided in the Notices
      provision (Section 9) of this Agreement.




c.  Documents.
      "Documents" shall mean all original written, recorded, or graphic matters
      whatsoever, and any and all copies thereof, including, but not limited to:
      papers; email; books; records; tangible things; correspondence; communications;
      telex messages; memoranda; work-papers; reports; affidavits; statements;
      summaries; analyses; evaluations; client records and information; agreements;
      agendas; advertisements; instructions; charges; manuals; brochures;
      publications; directories; industry lists; schedules; price lists; client lists;
      statistical records; training manuals; computer printouts; books of account;
      records and invoices reflecting business operations; all things similar to
      any
      of the foregoing however denominated. In all cases where originals are not
      available, the term "Documents" shall also mean identical copies of original
      documents or non-identical copies thereof.




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d.  Company's
      Clients. The "Company's Clients" shall be deemed to be any persons,
      partnerships, corporations, professional associations or other organizations
      for
      whom the Company has performed Business Activities.




e.  Restricted
      Period. The `"Restricted Period" shall be deemed as the term of this Agreement
      and six (6) months following termination of this Agreement.




f.  Restricted
      Area. The Restricted Area shall be deemed to mean within any county of any
      state
      in which the Company is providing service at the time of termination of this
      Agreement.




g.  Business
      Activities. "Business Activities" shall be deemed to include the Business and
      any additional activities that the Company or any of its affiliates may engage
      in during the term of this Agreement.




h.  Covenants
      as Essential Elements of this Agreement. It is understood by and between the
      parties hereto that the foregoing covenants contained in Sections 7(a) and
      7(b)
      are essential elements of this Agreement, and that but for the agreement by
      the
      Employee to comply with such covenants, the Company would not have agreed to
      enter into this Agreement. Such covenants by the Employee shall be construed
      to be agreements independent of any other provisions of this Agreement. The
      existence of any  other
      claim or cause of action, whether predicated on any other provision in this
      Agreement, or otherwise,  as
      a
      result of the relationship between the parties shall not constitute a defense
      to
      the enforcement of such covenants against the Employee.




i.  Survival
      After Termination of Agreement. Notwithstanding anything to the contrary
      contained in this Agreement, the covenants in Sections 7(a) and 7(b) shall
      survive the termination of this Agreement and the Employee's employment with
      the
      Company.




j.  Remedies.




i.
      The
      Employee acknowledges and agrees that the Company's remedy at law for a breach
      or threatened breach of any of the provisions of Section 7(a) or 7(b) herein
      would be inadequate and the breach shall be per se deemed as causing irreparable
      harm to the Company. In recognition of this fact, in the event of a breach
      or
      threatened breach by the Employee of any of the provisions of Section 7(a)
      or 7(b),
      the
      Employee agrees that, in addition to any remedy at law available to the Company,
      including, but not
      limited to monetary damages, all rights of the Employee to payment or otherwise
      under this Agreement and all amounts then or thereafter due to the Employee
      from
      the Company under this Agreement may be terminated and the Company, without
      posting any bond, shall be entitled to obtain, and
      the
      Employee agrees not to oppose the Company's request for equitable relief in
      the
      form of specific performance, temporary restraining order. temporary or permanent injunction
      or
      any other equitable remedy which may then be available to the
      Company.




ii.
      The
      Employee acknowledges that the granting of a temporary injunction, temporary
      restraining order or permanent injunction merely prohibiting the use of
      Proprietary Information would
      not be an adequate remedy upon breach or threatened breach of Section 7(a)
      or
      7(b) and consequently agrees. upon proof of any such breach, to the granting
      of
      injunctive relief prohibiting any form of competition with the Company. Nothing
      herein contained shall be construed as prohibiting the Company from pursuing
      any
      other remedies available to it for such breach or threatened
      breach.




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8.  Withholding. Anything to the contrary notwithstanding, all payments required
      to
      be made by the Company hereunder to the Employee or the Employee's estate or
      beneficiaries shall be subject to the withholding of such amounts, if any,
      relating to tax and other payroll deductions, the Company may accept other
      arrangements pursuant to which it is satisfied that such tax and other payroll
      obligations will be satisfied in a manner complying with applicable law and
      regulation.




9.  Notices.
      Any notice required or permitted to be given under the terms of this Agreement
      shall he sufficient if in writing and if sent postage prepaid by registered
      or
      certified mail, return receipt requested, by overnight delivery; by courier;
      or
      by confirmed telecopy, in the case of the Employee to the Employee's last place
      of business or residence as shown on the records of the Company, or in the
      case
      of the Company to its principal office as set forth in the first paragraph
      of
      this Agreement, or at such other place as it may designate.




10.  Waiver.
      Unless agreed in writing, the failure of either party, at any time, to require
      performance by the other of any provisions hereunder shall not affect its right
      thereafter to enforce the same, nor shall a waiver by either party of any breach
      of any provision hereof be taken or held to be a wavier of any other preceding
      or succeeding breach of any term or provision of this Agreement. No extension
      of
      time for the performance of any obligation or act shall be deemed to be an
      extension of time for the performance of any other obligation or act
      hereunder.




11.  Completeness and Modification. This Agreement constitutes the entire
      understanding between the parties hereto superseding all prior and
      contemporaneous agreements or understandings among the parties hereto concerning
      the Employment Agreement. This Agreement may be amended, modified, superseded
      or
      canceled, and any of the terms, covenants, representations, warranties or
      conditions hereof may be waived, only by a written instrument executed by the
      parties or, in the case of a waiver, by the party to be charged.




12.  Counterparts.
      This Agreement may be executed in two or more counterparts, each of which shall
      be deemed an original but all of which shall constitute but one
      agreement.




13.  Binding
      Effect/Assignment. This Agreement shall be binding upon the parties hereto,
      their heirs, legal representatives, successors and assigns. This Agreement
      shall
      not be assignable by the Employee but shall be assignable by the Company in
      connection with the sale, transfer or other disposition of any part or all
      of
      its business or to any of the Company's affiliates controlled by or under common
      control with the Company.




14.  Governing Law. This Agreement shall become valid when executed and accepted
      by
      Company. The parties agree that it shall be deemed made and entered into in
      the
      State of Illinois and shall be exclusively governed, venued and construed under
      and in accordance with the laws of the State of Illinois. Anything in this
      Agreement to the contrary notwithstanding, the Employee shall conduct the
      Employee's business in a lawful manner and faithfully comply with applicable
      laws or regulations of the state, city or other political subdivision in which
      the Employee is located.




15.  Further
      Assurances. All parties hereto shall execute and deliver such other instruments
      and do such other acts as may be necessary to carry out the intent and purposes
      of this Agreement.


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      6. Headings.
      The headings of the sections are for convenience only and shall not control
      or
      affect the meanin g or
      construction or limit the scope or intent of any of the provisions of this
      Agreement.




17.  Survival.
      Any termination of this Agreement shall not, however, affect the ongoing
      provisions *of* this
      Agreement which shall survive such termination in accordance with their
      terms.




18.  Severability. The invalidity or unenforceability, in whole or in part, of any
      covenant, promise or undertaking, or any section, subsection, paragraph.
      sentence, clause, phrase or word or of any provision of this Agreement shall
      not
      affect the validity or enforceability of the remaining portions
      thereof.




19.  Enforcement. Should it become necessary for any party to institute legal action
      to enforce the terms and conditions *of* this
      Agreement, the successful party will be awarded reasonable attorneys' fees
      at
      all trial and appellate levels, expenses and costs.




20.  Venue.
      Company and Employee acknowledge and agree that the U.S. District for the
      Northern District of Illinois, or if such court lacks jurisdiction, the
      Nineteenth Judicial Circuit (or its successor) in and for Lake County, Illinois,
      shall be the venue and exclusive proper forum in which to adjudicate any case
      or
      controversy arising either, directly or indirectly, under or in connection
      with
      this Agreement and the parties further agree that, in the event of litigation
      arising out of or in connection with this Agreement in these courts, they will
      not contest or challenge the jurisdiction or venue of these courts.




21.  Construction.
      This Agreement shall be construed within the fair meaning of each of its terms
      and not against the party drafting the document.




22.  Independent Legal Counsel. The parties have either (i) been represented by
      independent legal counsel in connection with the negotiation and execution
      of
      this Agreement, or (ii) each has had the opportunity to obtain independent
      legal
      counsel, has been advised that it is in their best interests to do so, and
      by
      execution of this Agreement has waived such right.




23.  Facsimile
      Copies. All duly executed facsimile copies are fully binding under any and
      all
      applicable laws.




THE
      EMPLOYEE ACKNOWLEDGES THAT HE HAS READ ALL OF THE TERMS OF THIS AGREEMENT,
      UNDERSTANDS THE AGREEMENT, AND AGREES TO ABIDE BY ITS TERMS AND
      CONDITIONS.






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